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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ABOVENET COMMUNICATIONS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 77-0424796
(STATE OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
50 W. San Fernando Street, Suite 1010
San Jose, California 95113
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction Act and is effective pursuant to General Instruction
A.(c), please check the following box. / / A.(d), please check the following box. /X/
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SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES: 333-63141
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(IF APPLICABLE)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Not Applicable Not Applicable
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE
(TITLE OF CLASS)
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ITEM 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the Description of Capital Stock
section of the Company's Registration Statement on Form S-1 (File No.
333-63141).
ITEM 2. Exhibits.
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EXHIBIT
NUMBER DESCRIPTION
3.2* Amended and Restated Certificate of Incorporation of the Registrant.
3.3* Form of Second Amended and Restated Certificate of Incorporation.
3.4* Form of Third Amended and Restated Certificate of Incorporation.
3.5* Form of Bylaws of the Registrant.
4.2* Specimen certificate representing shares of Common Stock of the
Registrant.
4.3* Amended and Restated Investors' Rights Agreement.
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* Incorporated herein by reference to the exhibits of the same number in the
Registrant's Registration Statement on Form S-1.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ABOVENET COMMUNICATIONS INC.
Date: November 16, 1998 By: /s/ WARREN J. KAPLAN
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Warren J. Kaplan
President and Chief Operating Officer
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INDEX TO EXHIBITS
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Exhibit
Number Description Page No.
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3.2* Amended and Restated Certificate of Incorporation
of the Registrant.
3.3* Form of Second Amended and Restated Certificate
of Incorporation.
3.4* Form of Third Amended and Restated Certificate
of Incorporation.
3.5* Form of Bylaws of the Registrant.
4.2* Specimen certificate representing shares of Common
Stock of the Registrant.
4.3* Amended and Restated Investors' Rights Agreement.
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* Incorporated herein by reference to the exhibits of the same number in the
Registrant's Registration Statement on Form S-1.
